Good morning and welcome to the LTC Properties Second Quarter 2018 Analyst and Investor Call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Before management begins its presentation, please know that today's comments, including the question-and-answer session, may include forward-looking statements, subject to risks and uncertainties that may cause actual results and events to differ materially. These risks and uncertainties are detailed in LTC Properties' filings with the SEC Commission from time-to-time, including the company's most recent 10-K dated December 31, 2017. LTC undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date of this presentation. Please note, this event is being recorded. I would now like to turn the conference over to Wendy Simpson. Ms. Simpson, Please go ahead.

Thank you, operator, and welcome everybody to LTC's 2018 Second Quarter Investor Call. Joining me today are Pam Kessler, our CFO; and Clint Malin, our Chief Investment Officer. I'll begin the call with some introductory remarks. Then Pam will follow with a discussion of our financial results. And Clint will provide commentary on our portfolio, potential asset sales, and operator partner performance. I will finish with a brief wrap-up before we begin the questions and answers. We have been laser focused on evaluating and strengthening our portfolio, position LTC for continued long-term success. Importantly, by listening closely to our operators, we offer creative financing solutions that go beyond traditional sale leaseback including real estate joint ventures, preferred equity and mezzanine lending to best meet operators' various goals, strategies and needs. During the second quarter, we took additional steps to bolster our business by adding new operator relationships strategically acquiring communities, completing another real estate joint venture partnership, working toward asset dispositions, and entering into a new line of credit. We cannot emphasize enough that our business is built on operator relationships. By focusing on building meaningful connections, we have added five new private pay regional operators. The majority of these were sourced off market. We are excited about the potential for long-term growth with each of these companies. We believe that in the current market, it remains prudent to continue selectively identifying opportunities to sell assets and recycle the capital into new investments. Most properties that we are selling or contemplating selling are older. Some may be non-core to us or our partners and yet others may be driven by a tenant who wants to buy the property back. While there are many reasons an asset sale could make sense, we will only proceed if it is strategically and financially…

Thank you, Wendy. NAREIT FFO was $0.75 compared with $0.79 in last year's second quarter. The decrease related to a reduction in revenue and higher interest expense. Revenues were down about $1 million from last year's second quarter as a result of properties sold over the past year and putting Anthem on a cash rather than accrual basis as has been previously disclosed. Revenue decreases were partially offset by an increase in revenue from acquisitions completed development projects, mortgage loan originations and capital improvement projects. Interest expense increased $500,000 due to higher average debt balances outstanding during the quarter and an increase in short-term interest rates. G&A expense was $4.7 million within our target range $4.6 million to $4.7 million per quarter. We expect to remain in this quarterly range for the rest of the year. During the quarter and in conjunction with its lease expiration, we completed the sale of our Sunrise portfolio for $67.5 million and recognized a gain of $48.3 million. In Q2, we acquired two memory care communities in Texas for $25.2 million. We also funded $600,000 for a land purchase made by a new real estate joint venture in Oregon. Clint will discuss these transactions in greater detail. As Wendy mentioned, we also entered into a new unsecured credit agreement to replace our former 2014 facility. The new credit agreement includes a $600 million commitment with the ability to increase up to a total of $1 billion. We also have extended the maturity of the agreement to 2022 with a one-year extension option at LTC's discretion. The agreement reduces the interest rate margins and converts from the payment of unused commitment fees to a facility fee. At June 30, we had $85.5 million outstanding under the facility with pricing at LIBOR plus 115 basis points…

a : As part of the underwriting process, we agreed to provide approximately $800,000 in free rent over the next 24 months. The communities are located in Forth Worth and Frisco and comprised 88 units and 133 beds including both private and companion suite accommodations. New to LTC's portfolio of operating partners, Kelsh has 60 years' experience in operating seniors housing communities and currently operates 34 independent living, assisted living, memory care and rest of the care communities in eight states. Our relationship with Kelsh was cultivated over several years during which time we remained in close contact waiting for the right investment opportunity. They represent the type of strong regional growth-oriented operator. We are focused on building lasting relationship to enhance our portfolio and faster future growth for LTC. Regarding our Oregon investment, as Wendy and Pam mentioned, we entered into a real estate joint venture with a new operating partner Field Senior Living to develop a 78 unit assisted living and memory care community in Medford. The joint venture has completed. The land acquisition received the necessary permits and has begun construction the plant completion by the end of 2019. LTC will contribute 95% of the total $18.1 million project cost with an approximate initial yield of 7.65%. The joint venture also executed a purchase and sale agreement to acquire adjacent 89-unit independent living community currently owned and operated by Fields to create an integrated campus. The acquisition is expected to close in the third quarter. Of the $14.4 million total acquisition cost, LTC is contributing 80% with an approximate initial yield of 6.75%. This partnership with the Field Senior Living is the third real estate joint venture deals we have completed in the past 12 months, demonstrating LTC's willingness to listen to operator's needs and provide creative…

Thank you, Pam and Clint. Staying true to our philosophy, we are supportive partners and patient investors, and have no problem waiting for more rational pricing, the right opportunities and the right regional operators who are a good fit. We maintain a conservative and strategic bias, which has helped us navigate through many different cycles and business environments. And most importantly, through down or challenging cycles such as the one we're now in, we have used the time to our advantage to build lasting relationships, so that when the market turns we are not only willing participants but are fully prepared to swiftly take advantage of acquisitions and growth opportunities. As I said at the start of the call, these relationships anchor our business and are absolutely essential for LTC. We're well-funded and intentional, making sure we can generate significant value for our operating partners and our shareholders. And as always, we will continue to driven long-term value through a culture of trust, transparency, and shared success. We're glad that you could join us today. Thank you again. We're ready for your questions.

We will now begin the question-and-answer session. [Operator Instructions] The first question today comes from Jordan Sadler with KeyBanc. Please go ahead.

Thank you and good morning. Was wondering if Wendy might be able to run through a little bit more of the portfolio assessment that you're discussing, obviously it's resulting in some sales that were outlined and those will continue. But maybe just a little bit more flesh around some of the parameters that you're looking at. And as it relates to either property type and/or facility age or location, some of the things that are factoring in to your analysis, that would be helpful.

Yes, Jordan, thank you. Primarily we're looking at our operators. We're first looking at the operators relative to growth potential with them. And we're looking at, so first that. And then we're looking at the older assets, because we think in today's environment with pricing and the appetite for older assets it's probably an opportunity for us to monetize those rather than wait till the end of the lease and then find us in a down cycle where we have an older asset that we don't have quite the advantage of negotiating a new lease. So that's our first cut at it. And the second cut is looking within the portfolio of operators that we do feel that there's some growth, and just asking them are there older assets or assets that are not part of their strategy that we should look to monetize at this time. So we're not looking at a big portfolio, even though we think we could get a premium for some of the assets that we have. If they are good assets, we have a good long-term lease, it's a good operator we're not looking to monetize those just to have a gain.

Okay. And then what about the assessment around the operators themselves, existing stable -- of operators, obviously they're a number on your list and just throughout the industry that keep cropping up, maybe not necessarily in your portfolio but across the space as having -- breaching their leases or having some difficulty on a facility-level basis. How are you -- are you re-underwriting the existing stable of operators themselves?

We're not having discussions of re-underwriting any of the leases in any of the operators that are currently under discussion in the industry. We are talking to Genesis, which I think we've discussed in the past about a couple of older assets in their portfolio that we are considering selling, and they're supportive of that. Relative to preferred care, you know that they are still going through their bankruptcies. And we hope to have that completed or they hope to have it completed by the end of the year. So we're re-underwriting that asset. So there are no other operators that have multiple assets within our portfolio that we're looking at pruning any of the assets or pruning the entire investment with them.

Okay. And then just maybe parsing the coverage a little bit and seeing the sequential decline on an EBITDAR basis, I'm looking at the SNF portfolio. I know there's a little bit more coverage on an EBITDARM basis, quite a bit. But are there any other individual operators within there that are causing the more significant decline? I mean you flagged, obviously, Thrive as one of the operators to be offering deferred rent to, but anybody else on the SNF side that's a cause for concern?

Well, we have -- Thrive obviously is on the private pay side, but on the skilled side right now we don't have a specific concern. We're obviously monitoring. It does seem that in different portfolios or different reasons why there's decline. We have seen some positives and hopefully some upticks on this. But we are seeing that what's happening in our portfolio in the coverage decline, I mean that's common among others in the industry. It's not isolated to us; it's not isolated to -- operator-specific. So I think there's probably some corporate-level distraction that could have some implication on just focus and attention on certain building. But we're actively monitoring it and don't have specific concern on one over the other, but it is something we're continuing to work with our operators in understanding where their positioning is and what actions are taken to be able to make improvements within the portfolio. And as Wendy's comment said, we're looking at discussions with them about can we pair certain assets from those portfolios that would help them. So that's part of our asset management process.

And the majority of the investments that we have with Genesis is in New Mexico, and so that rate increase has not come through relative to the trailing 12 months of activity. So that's a significant increase in the coverage for Genesis.

I just want to clarify for Jordan that Thrive is in -- their assets are in lease-up, so they are not included in our same-store metrics that we gave in our supplemental.

Right. And I threw them out there just as -- because I think in your prepared remarks you mentioned that you were offering them some deferred rent. And I was just kind of curious if there was anybody else that was on that worry list, if you will?

There was other companies we've been talking about that. We've been good about that on Anthem, as well as Thrive talking about concerns and challenges that we see. So as we see those, I mean we'll bring those to light in these discussions.

Okay. And maybe wanted to cut at it, what's the debt service coverage in the EBITDAR coverage?

For a specific portfolio or…

Yes, I was -- no, on the SNF side?

Because of our mortgages with Michigan?

They're included in the SNF coverage.

That's a fixed chart that's included -- is it more like a fixed charge coverage?

Correct. We include the interest expense associated with those loans, plus there's a small principle payment associated with those. And those are both included and applied in --

As if it were rent.

As if it were rent, yes.

Okay, thanks guys.

Thank you, Jordan.

The next question comes from Chad Vanacore with Stifel. Please go ahead.

Hi, good morning.

Good morning.

All right, so you're buying two new memory care in Texas. Can you tell us a little bit more about the properties? Are they stabilized, where is occupancy? And they why by more memory care while other parts of the memory care in your portfolio are having trouble leasing up?

Sure. The properties that we acquired with Kelsh [ph], they still are in the lease-up phase, and that's why we mentioned specifically, we provided some free rent for them to assist them through that lease-up stage. And these are in the Dallas-Fort Worth market. There has been some softness in that market. This has been a relationship that we have been engaged with for a number of years. And this opportunity presented itself, and we feel that we're acquiring it -- it's an $189,000 a bed is our acquisition price. We factored in some free rent as part of our underwriting assessment. And we have credit enhancements associated with this. So we think it's a good opportunity and a good relationship that will bring future growth to LTC.

Also, Kelsh is a long established operator, so it's not like some of our newer operators who are a little more -- seen a little more soft lease-up. And as we're seeing, I think, and everybody is talking about the fact that new development is down significantly, and so the demographics will just make, I think, assets lease-up a little better. So if it had been a brand new operator who didn't have a great track record we probably wouldn't do that acquisition, but we have a lot of confidence in the Kelsh operation.

And a strong balance sheet behind them.

Yes, very strong.

All right, thanks. And then just one quick modeling question. Straight line right off in the quarter was pretty low, and then you know, bad was elevated on that. Presumably this has to do with the Sunrise sales. What is expected straight line per quarter from here on out?

Yes, you're right, the straight line rents went down this quarter, but it's projected to go back up next quarter due to the pre-rent for Kelsh and for Thrive, deferred rent. But on page 24 of the supplemental, there is, at the bottom, non-cash revenue component where we give forth our projection of the next four quarters of straight line. Do you want me to go through that or you just want to look at that page?

I'll check it out, Pam, thanks.

Okay. Yes, call me if you have any detailed questions on it, but I think it's pretty well-laid out for your modeling purposes.

The next question comes from Rich Anderson with Mizuhi Securities. Please, go ahead.

Mizuho, but close enough. So, can you give us the coverage, the quasi coverage, I guess, you want to call it on Prestige and what it would be if you took that out of the equation for the overall skill portfolio?

We haven't given coverage for specific operators, so…

But they're not out of the norm.

Yes, correct.

So it's not like they're at 2 and everybody else is at 0.98.

Are they at 19?

Are they between 16 and 19?

Let's put it this way, do you feel like Prestige is distorting the overall skilled coverage or you would say -- and maybe you just kind of said this, but you would say it's kind of in the range and so taking it out wouldn't really change much?

That is correct.

Okay. And then turning to guidance, I guess, I was a little surprised you raised guidance, I'm happy for it, but when you take into account the dispositions -- first question, remind me was the Sunrise sale in your previous guidance?

Yes, it was.

Okay. But you still have more dispositions to go. No acquisitions, but just the $25 million that you mentioned that will happen perhaps in the third quarter. So what were some of the forces that offset those dispositions that would normally have a dilutive impact on your guidance?

The dispositions that we're looking at the reminder of the year, they are scheduled or we're anticipating them later in the year, and they don't have much impact. Mostly what you're seeing is an increase from the Kelsh acquisition and the Field acquisition that we have disclosed.

Okay. And then along those lines, could you give us any color on pipeline -- I don't know if it was mentioned specifically, but how active you are -- I know it's not in your guidance right now, but just curious what potential there is to see more in the way of guidance uplift from new deals getting done.

True. Rich, we've given guidance sort of as an active pipeline base. Those are things that we have under our letter of intent or actively pursuing likelihood of closing. And as you know by our discussions this year on our earnings calls, we've pursued more off market transactions which take longer to come to fruition. So we're seeing activity. We are actually seeing a few more marketed transactions that we find interesting and from a price point may be feasible for us. So we're seeing a few more opportunities. But at this point we are really more in the process of evaluating and trying to see where those opportunities are. And we haven't pipeline guidance on just general transaction with volume that we're looking at has been more and more focused on having deals signed up our letters of intent. So we're actively engaged I sourcing transactions is where we're at right now.

Okay. And then last question, you mentioned the good news with CMS market basket increase and some -- you know, sort of positive sentiment perhaps hitting the skilled nursing business. Has that altered your balance of what you're looking at at all from a pipeline perspective or is it -- could you give a sort of frame, what proportion of it is senior housing, what proportion of it is skilled and so on?

I couldn't give you an exact percentage, but we've been a supporter of the skilled space and we continue to be a supporter for the skilled space. We're really focused on looking on the right opportunities to grow on the skilled side. Right markets, right regional operator, and we just haven't found those opportunities to date, but we are actively looking at sourcing and finding those opportunities in which to grow with the right companies and the right assets.

Okay. Sounds good, thanks very much.

Thank you.

Thanks, Rich.

The next question comes from Michael Carroll with RBC Capital Markets. Please, go ahead.

Yes, thanks. It looks like you guys have done a pretty job leasing up the lease-up pipeline in the completed development project. So I'm kind of surprised that the rent deferral at Thrive. It looks like that they made pretty good progress too compared to the first quarter. So what's going on with that tenant and why is it missing your expectations?

There's just been some general softness in the market like you've seen this in different parts of the country and it's something that they have experienced a little stall in a couple of buildings on this. And we've been monitoring them as we've mentioned in the last couple of earnings calls. And with some of that softness -- we saw the need to help them get through you know, next brief period on the lease-up. So the other thing is that there are different organizations than, say for Anthem, from a perspective, they have a lot of investments outside of just the LTC relationship. They have equity ownership positions in other buildings. So we feel that we gave them deferred rent on this. So we expect to be paid back on the rent -- the deferred rent we're giving to them. And we feel they have the capability to go ahead and pay that back. So really it's just bridging a short-term gap for them.

Okay. And then can you give us a little bit more details on Anthem, I guess, how is the occupancy moving onto the completed projects. Have those been holding up? I know there's a couple of projects that were put into the lease-up, the completed lease-up projects that you no longer provide occupancy for. Has that increased back to the 90% level and that's why you stopped providing it?

As far as not providing the specific occupancy numbers, no, it's not -- I mean, we provided -- they were flat on certain ones. So we've tried to aggregate that to where they're at on building so they've made progress and try to aggregate more on a holistic basis for the portfolios they've continued to lease-up. We've definitely seen some positives at the Marietta building. I think the traction they've got at Oaklawn is positive given they've only been open for a short period of time.

Okay. And then just a last question from me on the the Frontier assets, it looks like occupancy has been kind of holding flat there for the past few quarters. Is that meeting your expectations or how should we think about that?

We are engaged with Frontier, they have some new leadership in place at that community. And they've had a corporate level focus on that building. So we would like to see it perform better than it is. And I think they're making some appropriate changes to address the operations, I mean it's definitely a competitive market, but through our engagement with them we are -- they have the corporate regional focus to make improvements at the community.

Okay, great, thanks. Thanks, Clint.

Thank you.

The next question comes from Daniel Bernstein with Capital One. Please, go ahead.

Hi, thank you for taking my questions here.

Hi, Dan.

Yes, so on the assets that you're selling, are those at lease coverages or are those included in your lease coverage that you present in the supplemental and are those coverages in and around your reported numbers or should we think about potential for some lease coverage improvement as you sell assets.

They are included in our coverage that we provide in the supplemental. There are small relationships. So I wouldn't expect that to move the needle very much on the portfolio.

Okay. And then you've been doing a significant number of JVs lately. You've had some peers discuss that they're not going to do triple net anymore and maybe do some more joint ventures as well. So is the movement towards joint ventures as much a -- something that's been pushed by the operators and it's going to become more troublesome to go ahead and be able to do triple net leases going forward given operator desires or is it just -- it's something that's more from your standpoint that you want to do more JVs?

Dan, I think it's really situational. Obviously we just did a sale leaseback with Kelsh, so that's still -- there're still opportunities to do sale leaseback transactions. For us, we really view it as an opportunity and it really gives us flexibility in being able to approach relationships and provide different types of solutions for them that does meets their needs. So this is something we have been actively engaged with the couple of years on looking at joint ventures, and we spent time.

The joint venture has a sale lease -- has a triple net lease involved in it. So it's…

It's a component of the joint venture.

It's a component of the joint venture.

So the joint venture really just basically has the -- co-invest and the Opco and it really reduces effectively the rent portion that's paid to us and through joint venture. But it's really a good opportunity, and it leads for us to be able to have conversations with operators, that we might not otherwise have conversations with. So it really is a way to open doors and talk with people and companies we haven't done business with.

Not all operators have had a bad experience with the triple net lease. You have got to go back and look at what the asset was sold for and purchased, and what level did they set the coverage when they set the lease payment, and then set the increases. So if you conservatively valued and had a rational rate during the period, then the operators has not been unusually hampered. So the fact that people say, the triple net lease is dead, it is dead if you have over-levered and…

Monetized.

-- over-monetized. So yes, those were going to happen, and they did happen. And so, now everybody is thinking that the triple net lease is an evil way of financing, and nobody can make any money. That's my opinion.

Okay. Well said too. I'm not going to dispute you. And I just want to -- one more question on the Anthem, I think there were some rent that was supposed to kind of take up in the second-half of the year, it sounds like that maybe on -- continue beyond track but maybe we can just talk about that a little bit, and what you expect in terms of ramp in rent from Anthem in the next couple of quarters?

Dan, you are right. We had disclosed prior -- really on a year that we expecting 1.4 million of rent in the third quarter, which they are on track for that, and then in the fourth quarter it goes up to 1.5. And we will be meeting with them later in the year, and setting that for 2019 which once we have done that we will discuss that with you as well.

Okay. That's all I have. I will hop off. Thank you.

Thanks, Dan.

The next question comes from Todd Stender with Wells Fargo. Please go ahead.

Hi, thanks. Just to go back to the Kelsh transaction, how is the rent schedule laid out, referring to the first two years, does it ramp over time? Just wanted to see how you get to the 7.25 initial cash yield.

Sure. The pre-rent component is available for them to use depending on cash flow of the operation. So it really would be subject to performance in the buildings and what portion they want to dry down. Again that "Free rent," there is a clause to that, so it gets added into the lease space upon which rent gets paid. So to the extent they borrow or use those funds, it does increase the rent long-term on the portfolio.

But pro form did like the first 800,000 -- we haven't considered any cash rents until the 800,000 that's used.

Yes, correct.

That's how we pro forma did.

Correct.

Okay. But it's still a triple net lease. They're paying all the cost associated with that?

Correct.

Yes, okay.

That is correct.

And then how about the Oregon facility, so you have got the partnership to go into develop the assisted living, but you are committed to purchase the independent living; have you talked about the fundamentals occupancies, rental rates, any other fundamentals with the IO that you are going to require?

The IO is really -- the IO was born out of talking to fields regarding the development of the assisted living and memory care communities. The IOs are stabilized property. Fields is not putting it since 2015, probably about -- close to 90% occupancy, and would have probably about a 1.15 times coverage on that building.

Great. That's all I had, thank you.

Great, thank you.

Thank you.

[Operator Instructions] Your next question comes from Karin Ford with MUFG Securities.

Hi, good morning. I just wanted to follow-up on Dan's earlier question. I know you guys have historically been [indiscernible] owners, but given where we are in the cycle and the continuing preference of operators to use that structure, have you started to rethink that at all? Or, are you still firmly in the triple net camp?

We're firmly in the triple net camp.

Okay, that's simple. And the next question is just on the two properties in California that you said you'll update us probably at the end of August. Can you just tell us are you leaning more towards the sale or towards the re-lease solution on those? And how is pricing coming in on the bids on that relative what you are expecting?

We're engaged in community to run process for both options. And we are actively in that process. So, I don't think that it would be prudent of us to have the discussion in a public forum here about which way we would going on. We are looking both at the lease and sale and what affords LTC the best opportunity out of that. And we do hope to have that decision made fairly soon on that transaction.

Okay. And then last one from me is you mentioned having the right terms under triple net lease. What's the right escalator in your mind for a call it a stabilized triple net lease that you are going to add to your portfolio?

A lease if it yields in 2% range is probably would make the most sense for an annual escalator.

And is that what you've baked into the Texas acquisition?

Yes.

Okay, thank you.

Thank you.

Thank, Karin.

The next is a follow-up from Rich Anderson with Mizuho Securities.

Thanks. So I just wanted to go back to my prestige question. I was recalling -- I thought I was recalling higher coverage. And when I looked back when the deal was kind in -- and it went back in 2015, you actually did call it two times coverage back then. Now I know there have been some moving parts since then. But can you provide the roadmap that gets you from that which you said in your -- on your call I believe two times to where it is today?

I would say good historical note. That two times coverage that was prior to us providing the additional $40 million…

Earn out.

…earn out on that transaction plus there was $12 million of CapEx that we initially committed in funding on that transaction. And in addition, we committed another $20 million to replace two buildings. So there was lot of incremental fundings that had come on. And there's one building on the replacement side that's still in process, so that was prior to the funding of multiple dollars…

Okay, okay.

So while they do these activities generally they have some glitches in operations.

Right, right. I mean I remember all those moving parts. I just want to make sure I understood that the two then is sort of -- with including all of them the moving parts is now some place much lower because of those events.

Yes.

Okay, thank you. Sorry. Thanks.

Thanks.

Thank you.

The next question is a follow-up from Daniel Bernstein with Capital One. Please go ahead.

Hi, thanks for taking the follow-up here. I know Karin said was very -- you were very emphatic to Karin's question. No right -- triple net, so I will switch to it looks like you are doing a little bit more development in the lease transaction that you did this second quarter. So has your view changed in terms of how much development you want to do in senior housing as maybe we hit the kind of trough for fundamentals?

No, I think development will be a smaller component. I mean there's been a cycle that's run. And here we are seeing where on a broad based cost of land, labor, material is going up. And I think in general, there's always going to be market specific opportunities. And that's really what we are focused. But in general the -- in today's market the benefit of building compared to a [indiscernible] is not as much of benefit because where the cost equation is. But there is always going to unique opportunities in certain markets. So I think we probably do a small amount of it. But it's not going to be anywhere near what we have done in the past.

I don't think we are -- at some point, any development right now, are we? We are not working -- we don't have a development.

Other than the three we have.

Yes, we have announced. Yes, we are not talking to anybody about development.

Okay, good enough for me. Thank you.

Thank you, Dan.

Thank you.

This concludes our question-and-answer session. I would now like to turn the conference back over to Wendy Simpson for any closing remarks.

Again thank you all for spending time to listen to our comments. We look forward to talking to you after the third quarter, and hopefully we will have a lot of more interesting things to talk about. Thank you, and have a great day.

This conference has now concluded. Thank you for attending today's presentation. You may now disconnect.